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POWER PURCHASE AGREEMENT WITH IDAHO POWER COMPANY

Power Purchase Agreement

POWER PURCHASE AGREEMENT WITH IDAHO POWER COMPANY | Document Parties: US GEOTHERMAL INC | IDAHO POWER COMPANY You are currently viewing:
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US GEOTHERMAL INC | IDAHO POWER COMPANY

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Title: POWER PURCHASE AGREEMENT WITH IDAHO POWER COMPANY
Governing Law: Idaho     Date: 5/10/2005

POWER PURCHASE AGREEMENT WITH IDAHO POWER COMPANY, Parties: us geothermal inc , idaho power company
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FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
US GEOTHERMAL INC
TABLE OF CONTENTS

Article

                              TITLE

1

Definitions

2

No Reliance on Idaho Power

3

Warranties

4

Conditions to Acceptance of Energy

5

Term and Operation Date

6

Purchase and Sale of Net Energy

7

Purchase Price and Method of Payment

8

Environmental Attributes

9

Facility and Interconnection

10

Transmission Agreement

11

Metering and Telemetry

12

Records

13

Protection

14

Operations

15

Reliability Management System

16

Indemnification and Insurance

17

Force Majeure

18

Liability; Dedication

19

Several Obligations

20

Waiver

21

Choice of Laws and Venue

22

Disputes and Default

23

Governmental Authorization

24

Commission Order

25

Successors and Assigns

26

Modification

27

Taxes

28

Notices

29

Additional Terms and Conditions

30

Severability

31

Counterparts

32

Entire Agreement Signatures

 

 

 

Appendix A

 

Appendix B

 

Appendix C

 


FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)

RAFT RIVER GEOTHERMAL POWER PLANT UNIT #3

Project Number: 31765157

                    THIS AGREEMENT, entered into on this __________ day of May 2005 between

                    US GEOTHERMAL INC. an Idaho corporation (Seller), and IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as “Parties” or individually as “Party.”

WITNESSETH:

                    WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility; and

                    WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy produced by the Seller’s Facility.

                    THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

ARTICLE I: DEFINITIONS

                    As used in this Agreement and the appendices attached hereto, the following terms shall have the following meanings:

1.1     

Commission ” - The Idaho Public Utilities Commission.

 

1.2     

Contract Year ” - The period commencing each calendar year on the same calendar date as the Operation Date and ending 364 days thereafter.

 

1.3     

Designated Dispatch Facility ” - Idaho Power’s Systems Operations Group, or any subsequent group designated by Idaho Power.

 

1.4     

Facility ” - That electric generation facility described in Appendix B of this Agreement.

 

1.5     

Geothermal Production Well Contribution Rating ” – Each individual geothermal well contribution, defined in MWs, to the generator rating of the generator directly attached to the specific geothermal well. The sum of the individual Geothermal Production Well Contribution

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Ratings directly providing motive force for individual generation units must equal the generator rating of the individual generation unit(s) as specified in Appendix B. The Geothermal Production Well Contribution Ratings will be as specified in Appendix B or as may be adjusted in accordance with paragraph 14.4 of this Agreement.

 

1.6     

Inadvertent Energy ” – Electric energy Seller does not intend to generate. Inadvertent energy is more particularly described in paragraph 7.3 of this Agreement.

 

1.7     

"Interconnection Facilities" - All facilities required to be installed to interconnect and deliver energy from the Facility to the Transmitting Entity’s system including, but not limited to, connection, switching, metering, relaying, communications and safety equipment.

 

1.8     

“Initial Capacity Determination” – The process by which Idaho Power confirms that under normal or average design conditions the Facility will generate at no more than 10 average MW per month and is therefore eligible to be paid the published rates in accordance with Commission Order No. 29632.

 

1.9     

Losses ” – The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of the transformation and transmission of energy between the point where the Facility’s energy is actually delivered to the Transmitting Entity (measured by either the Idaho Power or the Transmitting Entity’s Metering Equipment) and the Point of Delivery on the Idaho Power electrical system. The loss calculation formula will be as specified in Appendix B of this Agreement.

 

1.10     

Market Energy Cost ” – Eighty-five percent (85%) of the weighted average of the daily on-peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid- Columbia Index. The selected replacement index will be consistent with other similar agreements and a commonly used index by the electrical industry.

 

1.11     

Material Breach ” – A Default (paragraph 22.2.1) subject to paragraph 22.2.2.

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1.12     

Maximum Capacity Amount ” – The maximum capacity (MW) of the Facility will be as specified in Appendix B of this Agreement.

 

1.13     

Metering Equipment" - All equipment specified in Schedule 72, this Agreement and any additional equipment specified in Appendix B required to measure, record or telemeter power flows between the Seller's Facility and Idaho Power's electrical system.

 

1.14     

Net Energy ” – All of the electric energy produced by the Facility, less Station Use, less Losses, expressed in kilowatt hours (kWh) delivered by the Transmitting Entity to Idaho Power at the Point of Delivery. Seller and the Transmitting Entity commit to deliver all Net Energy to Idaho Power at the Point of Delivery for the full term of this Agreement. Net Energy does not include Inadvertent Energy.

 

1.15     

Operation Date ” – The day commencing at 00:00:01 (H:M:S) hours, Mountain Time, following the day that all requirements of paragraph 5.2 have been completed.

 

1.16     

Point of Delivery ” – The location specified in Appendix B, where the Transmitting Entity delivers the Facility’s Net Energy and Inadvertent Energy to Idaho Power.

 

1.17     

Prudent Electrical Practices ” – Those practices, methods and equipment that are commonly and ordinarily used in electrical engineering and operations to operate electric equipment lawfully, safely, dependably, efficiently and economically.

 

1.18     

Scheduled Operation Date ” – The date specified in Appendix B when Seller anticipates achieving the Operation Date.

 

1.19     

Schedule 72” – Idaho Power’s Tariff No 101, Schedule 72 or its successor schedules as approved by the Commission.

 

1.20     

Season ” – The three periods identified in paragraph 6.2.1 of this Agreement.

 

1.21     

Station Use ” – Electric energy that is used to operate equipment that is auxiliary or otherwise related to the production of electricity by the Facility.

 

1.22     

Surplus Energy ” – (1) Net Energy produced by the Seller’s Facility, scheduled and delivered by the Transmitting Entity and accepted by Idaho Power during the month which exceeds 110% of the monthly Net Energy Amount for the corresponding month specified in paragraph 6.2. or (2) If

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the Net Energy produced by the Seller’s Facility, scheduled and delivered by the Transmitting Entity and accepted by Idaho Power during the month is less than 90% of the monthly Net Energy Amount for the corresponding month specified in paragraph 6.2, then all Net Energy scheduled and delivered by the Transmitting Entity to Idaho Power on the Seller’s behalf for that given month or (3) All Net Energy produced by the Seller’s Facility, scheduled and delivered by the Transmitting Entity and accepted by Idaho Power prior to the Operation Date.

 

1.23     

Total Cost of the Facility ” - The total cost of structures, equipment and appurtenances.

 

1.24     

Transmitting Entity ” - The signatory(s) (other than the Seller) to the Transmission Agreement referred to in paragraph 10.1 and its successors and assigns.

ARTICLE II: NO RELIANCE ON IDAHO POWER

2.1     

Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has investigated and determined that it is capable of performing hereunder and has not relied upon the advice, experience or expertise of Idaho Power in connection with the transactions contemplated by this Agreement.

 

2.2     

Seller Independent Experts - All professionals or experts including, but not limited to, engineers, attorneys or accountants, that Seller may have consulted or relied on in undertaking the transactions contemplated by this Agreement have been solely those of Seller.

ARTICLE III: WARRANTIES

3.1     

No Warranty by Idaho Power - Any review, acceptance or failure to review Seller’s design, specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of Seller’s design, specifications, equipment or facilities, including, but not limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility.

 

3.2     

Qualifying Facility Status - Seller warrants that the Facility is a “Qualifying Facility,” as that term

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is used and defined in 18 CFR §292.207. After initial qualification, Seller will take such steps as may be required to maintain the Facility’s Qualifying Facility status during the term of this Agreement and Seller’s failure to maintain Qualifying Facility status will be a Material Breach of this Agreement. Idaho Power reserves the right to review the Seller’s Qualifying Facility status and associated support and compliance documents at anytime during the term of this Agreement.

ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY

4.1     

Prior to the Operation Date and as a condition of Idaho Power’s acceptance of deliveries of energy from the Seller, Seller shall:

 

 

4.1.1

Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller’s operations have been obtained from applicable federal, state or local authorities, including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.207.

 

 

4.1.2

Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney admitted to practice and in good standing in the State of Idaho providing an opinion that Seller’s licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally and validly issued, are held in the name of the Seller and, based on a reasonable independent review, counsel is of the opinion that Seller is in substantial compliance with said permits as of the date of the Opinion Letter. The Opinion Letter will be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion understands that Idaho Power is relying on said opinion. Idaho Power’s acceptance of the form will not be unreasonably withheld. The Opinion Letter will be governed by and shall be interpreted in accordance with the legal opinion accord of the American Bar Association Section of Business Law (1991).

 

 

4.1.3

Initial Capacity Determination - Submit to Idaho Power a certificate from a Registered Professional Engineer licensed and in good standing in the State of Idaho certifying that the Facility’s design and operating protocols will limit generation at the Facility to no more than 10 average MW in any given month.

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4.1.4

Engineer’s Certifications - Submit an executed Engineer's Certification of Design & Construction Adequacy and an Engineer's Certification of Operations and Maintenance (O&M) Policy as described in Commission Order No. 21690. These certificates will be in the form specified in Appendix C but may be modified to the extent necessary to recognize the different engineering disciplines providing the certificates.

 

 

4.1.5

Insurance - Submit written proof to Idaho Power of all insurance required in Article XVI.

 

 

4.1.6

Transmission Agreement - Provide Idaho Power with a copy of the Transmission Agreement executed by the Seller and the Transmitting Entity in a form acceptable to Idaho Power. Idaho Power’s acceptance will not be unreasonably withheld.

 

 

4.1.7

Written Acceptance – Request and obtain written confirmation from Idaho Power that all conditions to acceptance of energy have been fulfilled. Such written confirmation shall be provided within a commercially reasonable time following the Seller’s request and will not be unreasonably withheld by Idaho Power.

 

 

4.1.8

Idaho Power Electrical System Study – Seller and Transmitting Entity will request, in writing, a specific Point of Delivery where the Facility’s Net Energy and Inadvertent Energy will be delivered to Idaho Power. This request will include the Maximum Capacity Amount (MW) as specified in Appendix B-4. Upon receipt of this request, at Seller’s expense, Idaho Power will complete an electrical system study to determine Idaho Power’s ability to receive the Maximum Capacity Amount at the requested Point of Delivery. This study will include a study of the Idaho Power electrical system at this Point of Delivery and an estimation of any additional Seller costs associated with completing this request as specified in Appendix B.

 

 

 

4.1.8.1

If said study shows that Idaho Power will be unable to receive the Maximum Capacity Amount at the requested Point of Delivery, the Seller and Transmitting Entity may request a different Point of Delivery or revise the Maximum Capacity Amount and a similar study, at the Seller’s expense, will be conducted.

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4.1.8.2

If the Seller and Transmitting Entity request permission to deliver the Maximum Capacity Amount at a Point of Delivery that Idaho Power has identified as being unable to receive the Maximum Capacity Amount, at Seller’s request and expense, Idaho Power will conduct a study to determine the necessary upgrades and/or modifications required to enable receipt of the Maximum Capacity Amount at the requested Point of Delivery.

 

 

 

4.1.8.3

Seller will be responsible for all customary and reasonable expenses associated with all Idaho Power studies, upgrades and/or modifications required to enable delivery of the Maximum Capacity Amount at the requested Point of Delivery. An initial deposit will be calculated based upon the estimated cost of each individual study, upgrade or modification and will be required to be paid by the Seller prior to Idaho Power conducting any work associated with the Seller’s request. Upon completion of any and all studies, upgrades and/or modifications required to accommodate the Seller’s request, Idaho Power will reconcile the actual expenses with the previously paid deposit and the appropriate refund or additional billing will be processed.

ARTICLE V: TERM AND OPERATION DATE

5.1     

Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on the date first written and shall continue in full force and effect for a period of twenty (20) Contract Years from the Operation Date.

 

5.2     

Operation Date - The Operation Date may occur only after the Facility has achieved all of the following:

 

 

a)     

Completed all Conditions to Acceptance of Energy as specified in Article IV.

 

 

b)     

Commission approval of this Agreement has been received.

 

 

c)     

Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and

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able to provide energy in a consistent, reliable and safe manner and has requested an Operation Date in written form.

 

 

d)     

Seller has received written confirmation from Idaho Power of the Operation Date. This confirmation will not be unreasonably withheld by Idaho Power.

 

5.3     

Seller’s failure to achieve the Operation Date within ten (10) months of the Scheduled Operation Date will be an event of default.

ARTICLE VI: PURCHASE AND SALE OF NET ENERGY

6.1     

Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the Transmitting Entity to Idaho Power at the Point of Delivery. At no time will the total amount of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Transmitting Entity to the Point of Delivery exceed the Maximum Capacity Amount.

 

6.2     

Net Energy Amounts - Seller intends to produce and Transmitting Entity shall deliver Net Energy in the following monthly amounts:

 

 

 

 

 

6.2.1

Initial Year Monthly Net Energy Amounts:

 

 

 

Month  

kWh  

 

 

 

 

 

 

March 

7,440,000 

Season 1 

 

April 

7,200,000 

 

 

May 

7,440,000 

 

 

 

 

 

 

July 

7,440,000 

 

 

August 

7,440,000 

Season 2 

 

November 

7,200,000 

 

 

December 

7,440,000 

 

 

 

 

 

 

June 

7,200,000 

 

 

September 

7,200,000 

Season 3 

 

October 

7,440,000 

 

 

January 

7,440,000 

 

 

February 

6,720,000 

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6.2.2

Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts) and beginning at the end of month nine and every three months thereafter provide Idaho Power with an additional three months of forward generation estimates. This information will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no later than 5:00 pm of the 5 th day following the end of the previous month. If the Seller does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho Power will use the most recent 3 months of the Initial Year Monthly Net Energy Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy amounts.

 

 

6.2.3

Seller’s Adjustment of Net Energy Amount

 

 

 

6.2.3.1

No later than the Operation Date, by written notice given to Idaho Power in accordance with paragraph 28.1, the Seller may revise all of the previously provided Initial Year Monthly Net Energy Amounts.

 

 

 

6.2.3.2

Beginning with the end of the 3 rd month after the Operation Date and at the end of every third month thereafter: (1) the Seller may not revise the immediate next three months of previously provided Net Energy Amounts, (2) but by written notice given to Idaho Power in accordance with paragraph 28.1, no later than 5:00 pm of the 5 th day following the end of the previous month, the Seller may revise all other previously provided Net Energy Amounts. Failure to provide timely written notice of changed amounts will be deemed to be an election of no change.

 

 

6.2.4

Idaho Power Adjustment of Net Energy Amount – If Idaho Power is excused from accepting the Seller’s Net Energy as specified in paragraph 14.2.1 or if the Seller declares a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller’s declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy

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Amount as specified in paragraph 6.2 for the specific month in which the reduction or suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with the following:

 

 

 

 

Where: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 NEA 

Current Month’s Net Energy Amount (Paragraph 6.2) 

 

 

 

 

 

 

 

 

 

 

 SGU 

a.) 

If Idaho Power is excused from accepting the Seller’s Net Energy as specified in paragraph 14.2.1 this value will be equal to the percentage of curtailment as specified by Idaho Power multiplied by the TGU as defined below.

 

 

 

 

 

 

 

 

 

 

 

 

b.) 

If the Seller declares a Suspension of Energy Deliveries as specified in paragraph 14.3.1 for an entire generation unit(s) this value will be the sum of the individual generation units size ratings as specified in Appendix B that are impacted by the circumstances causing the Seller to declare a Suspension of Energy Deliveries.

 

 

 

 

 

 

 

 

 

 

 

 

c.) 

If the Seller declares a Suspension of Energy Deliveries as specified in paragraph 14.3.1 due to a forced outage of an individual production well(s), this value will be the sum of the individual production well(s) Geothermal Production Well Contribution Rating(s) as specified in Appendix B that are impacted by the circumstances causing the Seller to declare a Suspension of Energy Deliveries.

 

 

 

 

 

 

 

 

 

 

 TGU 

Sum of all of the individual generator ratings of the generation units at this Facility as specified in Appendix B of this agreement. 

 

 

 

 

 

 

 

 

 

 

 RSH 

Actual hours the Facility’s Net Energy deliveries were either reduced or suspended under paragraph 14.2.1 or 14.3.1 

 

 

 

 

 

 

 

 

 

 

 TH 

Actual total hours in the current month 

 

 

 

 

 

 

 

 

Resulting formula being:

 

 

 

 

 

This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for only the specific month in which Idaho Power was excused from accepting the Seller’s Net Energy or the Seller declared a Suspension of Energy.

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6.3     

Unless excused by an event of Force Majeure, Seller’s failure to deliver Net Energy in any Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.

ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT

7.1     

Net Energy Purchase Price – For all Net Energy, Idaho Power will pay the non-levelized energy price in accordance with Commission Order 29646 with seasonalization factors applied:

 

 

 

Season 1 - (73.50 %) 

Season 2 - (120.00 %) 

Season 3 - (100.00 %) 

 

Year  

Mills/kWh  

Mills/kWh  

Mills/kWh  

 

 

 

 

 

 

2005 

37.00 

60.41 

50.34 

 

 

 

 

 

 

2006 

37.85 

61.80 

51.50 

 

 

 

 

 

 

2007 

38.73 

63.23 

52.69 

 

 

 

 

 

 

2008 

39.62 

64.68 

53.90 

 

 

 

 

 

 

2009 

40.53 

66.17 

55.14 

 

 

 

 

 

 

2010 

41.46 

67.69 

56.41 

 

 

 

 

 

 

2011 

42.42 

69.25 

57.71 

 

 

 

 

 

 

2012 

43.39 

70.85 

59.04 

 

 

 

 

 

 

2013 

44.39 

72.48 

60.40 

 

 

 

 

 

 

2014 

45.42 

74.16 

61.80 

 

 

 

 

 

 

2015 

46.47 

75.86 

63.22 

 

 

 

 

 

 

2016 

47.54 

77.62 

64.68 

 

 

 

 

 

 

2017 

48.63 

79.40 

66.17 

 

 

 

 

 

 

2018 

49.76 

81.24 

67.70 

 

 

 

 

 

 

2019 

50.91 

83.11 

69.26 

 

 

 

 

 

 

2020 

52.07 

85.02 

70.85 

 

 

 

 

 

 

2021 

53.28 

86.99 

72.49 

 

 

 

 

 

 

2022 

54.51 

88.99 

74.16 

 

 

 

 

 

 

2023 

55.76 

91.04 

75.87 

 

 

 

 

 

 

2024 

57.05 

93.14 

77.62 

 

 

 

 

 

 

2025 

58.37 

95.29 

79.41 

 

 

 

 

 

 

2026 

59.72 

97.50 

81.25 

 

 

 

 

 

 

2027 

61.09 

99.74 

83.12 

 

 

 

 

 

 

2028 

62.50 

102.05 

85.04 

 

 

 

 

 

 

2029 

63.95 

104.40 

87.00 

 

7.2     

Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current

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month’s Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1, whichever is lower.

 

7.3     

Inadvertent Energy

 

 

7.3.1

Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which the Transmitting Entity delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW multiplied by the hours in the specific month in which the energy was delivered. (For example January contains 744 hours. 744 times 10,000 kW = 7,440,000 kWh. Energy delivered in January in excess of 7,440, 000 kWh in this example would be Inadvertent Energy.)

 

 

7.3.2

Although Seller intends to design and operate the Facility to generate no more than 10 average MW monthly and therefore does not intend to generate Inadvertent Energy, Seller and the Transmitting Entity shall deliver all Inadvertent Energy that does not exceed the Maximum Capacity Amount to Idaho Power and Idaho Power will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy

 

7.4     

Payment Due Date – Energy payments to the Seller will be disbursed within 30 days of the date which Idaho Power receives and accepts the documentation of the monthly Net Energy and Inadvertent Energy actually produced by the Seller’s Facility and delivered to Idaho Power by the Transmitting Entity as specified in Appendix A.

 

7.5     

Continuing Jurisdiction of the Commission – This Agreement is a special contract and, as such, the rates, terms and conditions contained in this Agreement will be construed in accordance with Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc ., 107 Idaho 781, 693 P.2d 427 (1984); Idaho Power Company v. Idaho Public Utilities Commission , 107 Idaho 1122, 695 P.2d 1 261 (1985); Afton Energy, Inc, v. Idaho Power Company , 111 Idaho 925, 729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18 CFR §292.303-308.

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ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1     

Idaho Power waives any claim to ownership of Environmental Attributes. Environmental Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the production of energy from the Seller’s Facility.

ARTICLE IX: FACILITY AND INTERCONNECTION

9.1     

Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery of Net Energy and Inadvertent Energy to the Transmitting Entity for the full term of the Agreement.

 

9.2     

Interconnection Facilities - Seller will construct, install, own and maintain all Interconnection Facilities other than those owned, installed or maintained by the Transmitting Entity. Seller will pay all costs of interconnecting with the Transmitting Entity and transmitting Net Energy and Inadvertent Energy to Idaho Power.

ARTICLE X: TRANSMISSION AGREEMENT

10.1

Transmission Agreement - The Seller will arrange and pay for the delivery of Net Energy and Inadvertent Energy over the facilities of the Transmitting Entities (the Bonneville Power Administration (“BPA”) and the Raft River Rural Electric Cooperative (“Raft River”)) to the Point of Delivery. The delivery of Net Energy and Inadvertent Energy from the Facility to the Idaho Power Point of Delivery shall be in accordance with the terms and conditions of a Transmission Agreement between the Seller and the Transmitting Entities.

 

10.2

Acceptance of Transmission Agreement - This Agreement is expressly conditioned and contingent upon Idaho Power’s acceptance of the Transmission Agreement. Such acceptance will not be unreasonably withheld. Idaho Power will be identified within the Transmission Agreement as an intended third party beneficiary of the Transmission Agreement and a material

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default by Seller under the Transmission Agreement will be a material default under this Agreement.

 

10.3

Losses - Idaho Power will only purchase the Net Energy that is delivered by the Transmitting Entity to Idaho Power at the Point of Delivery. Idaho Power will only accept the Inadvertent Energy delivered by the Transmitting Entity to Idaho Power at the Point of Delivery. Losses will be calculated as provided in Appendix B of this Agreement.

ARTICLE XI: METERING AND TELEMETRY

11.1

Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and maintain Metering Equipment as required to determine the amount of Net Energy and Inadvertent Energy (kW and kWh) delivered to Idaho Power by the Transmitting Entity at the Point of Delivery. The metering will be installed at the location as specified in Appendix B of this Agreement. If required by Idaho Power, metering will also include measurement of kilovar-hours in a manner agreed to by both Parties. All customary and reasonable Metering Equipment and installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this Metering Equipment and services. All meters used to determine the billing hereunder shall be sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected, tested or adjusted.

 

11.2

Meter Inspection - Idaho Power shall inspect and test all meters upon their installation and at least once every four (4) years thereafter. If requested by Seller, Idaho Power shall make a special inspection or test of a meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be notified of the time when any inspection or test shall take place, and each Party may have representatives present at the test or inspection. If a meter is found to be inaccurate or defective, it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate metering. If a meter fails to register, or if the measurement made by a meter during a test varies by more than two percent (2%) from the measurement made by the

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standard meter used in the test, adjustment (either upward or downward) to the payments Seller has received shall be made to correct those payments affected by the inaccurate meter for the actual period during which inaccurate measurements were made. If the actual period cannot be determined, corrections to the payments will be based on the shorter of (1) a period equal to one- half the time from the date of the last previous test of the meter to the date of the test which established the inaccuracy of the meter; or (2) six (6) months.

 

11.3

Telemetry – Idaho Power will install, operate and maintain at Seller's expense metering, communications and telemetry equipment which will be capable of providing Idaho Power with continuous instantaneous telemetry of the Facility’s generation, Net Energy and Inadvertent Energy amounts delivered by the Transmitting Entity, to Idaho Power's Designated Dispatch Facility.

 

11.4

If, (1) the Transmitting Entity provides and maintains Metering and Telemetry equipment in a manner that is acceptable to Idaho Power, and (2) the Metering and Telemetry equipment is capable of providing Idaho Power with the same data as specified in paragraph 11.1, 11.2 and 11.3, and (3) Idaho Power is provided with manual and automated access to the Transmitting Entity’s Meters and Telemetry equipment and associated data, and (4) the Seller provides communication circuits and pays all expenses associated with these communication circuits and any other expenses associated


 
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